PART II AND III

  EXPLANATORY NOTE

This Amendment No. 2, or this Amendment, to the Regulation A Offering Statement on Form 1-A filed by VidAngel, Inc. on August 12, 2016 (the “Original Filing”) is being filed solely to file Exhibit 8.1 and to amend Exhibits 2.1, 3.1, 6.1 and 6.2 which were previously filed with Amendment No. 1 to the Original Filing. Accordingly, this Amendment consists only of Part I , the explanatory note, the signature page to the Form 1-A, the exhibit index, Exhibit 8.1 and the amended Exhibits 2.1, 3.1, 6.1 and 6.2. The Preliminary Offering Circular is unchanged and has therefore been omitted.

PART III – EXHIBITS

EXHIBIT INDEX

The following exhibits are filed as part of this Preliminary Offering Circular on Form 1-A:

Exhibit Number		Description
	2.1	Certificate of Incorporation of VidAngel, Inc., as amended.
	2.2	Bylaws of VidAngel, Inc.
	3.1	Investor Rights and Voting Agreement between VidAngel, Inc. and certain investors
	3.2*	Stockholders Agreement between VidAngel, Inc. and the Class B Common Stockholders
	4.1	Form of Subscription Agreement
	6.1	Employment Agreement between VidAngel, Inc. and David Quinto
	6.2	Promotion and Marketing Services Agreement between VidAngel, Inc. and Harmon Brothers LLC
	8.1	Form of Escrow Services Agreement between Issuer Direct Corp. and VidAngel, Inc.
	10.1	Powers of Attorney (included on the signature page to this Offering Circular)
	11.1	Consent of Tanner LLC
	11.2	Consent of Kaplan Voekler Cunningham and Frank PLC (included in Exhibit 12.1)
	11.3	Consent of NRG Research Group
	12.1	Opinion of Kaplan Voekler Cunningham and Frank, PLC as to legality of the securities being registered

 *To be filed by amendment

III-1

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Circular to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Provo, State of Utah on September 22 , 2016.

VIDANGEL, INC.
By:	/s/ Neal S. Harmon
	Neal S. Harmon
	Chief Executive Officer and Director

POWER OF ATTORNEY

We, the undersigned directors and officers of VidAngel, Inc. (the “Company”) hereby severally constitute and appoint  Neal S. Harmon and Patrick Reilly, with full power of substitution, our true and lawful attorneys-in-fact and agents, to do any and all things in our names in the capacities indicated below which said Neal S. Harmon and Patrick Reilly may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities and Exchange Commission, in connection with the Regulation A Offering Circular on Form 1-A of the Company, including specifically but not limited to, power and authority to sign for us in our names in the capacities indicated below, the Regulation A offering circular and any and all amendments thereto; and we hereby ratify and confirm all that said Neal S. Harmon and Patrick Reilly shall lawfully do or cause to be done by virtue thereof.

This offering circular has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Neal S. Harmon	Chief Executive	September 22 , 2016
Neal S. Harmon	Officer and Director (principal executive officer)
/s/ Patrick Reilly	Director of Finance	September 22 , 2016
Patrick Reilly	(principal financial and accounting officer)
/s/ *	Director
Dalton Wright		September 22 , 2016

/s/ *	Director	September 22 , 2016
Paul Ahlstrom

* /s/ Neal S. Harmon	Attorney-In-Fact	September 22 , 2016
Neal S. Harmon

III-2

EX1A-2A CHARTER

Exhibit 2.1

CERTIFICATE OF INCORPORATION OF

VIDANGEL, INC.

ARTICLE I

The name of this corporation is VIDANGEL, INC. (the "Corporation").

ARTICLE II

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law as the same exists or may hereafter be amended (the "DGCL").

ARTICLE III

The Corporation is authorized to issue one class of stock to be designated "Common Stock."  The total number of shares of all classes of stock which this Corporation is authorized to issue is fifteen million (15,000,000) shares. The number of shares of Common Stock authorized is fifteen million (15,000,000) shares, par value of $0.001 per share.

A.  Common Stock.

1. Voting Rights. Each outstanding share of Common Stock shall be entitled to one (1) vote on each matter to be voted on by the stockholders of the Corporation.

2.Liquidation Rights. The holders of Common Stock then outstanding shall be entitled to receive all of the assets and funds of the Corporation remaining and available for distribution. Such assets and funds shall be divided among and paid to the holders of Common Stock, on a pro-rata basis, according to the number of shares of Common Stock held by them.

3.Dividends. Dividends may be paid on the outstanding shares of Common Stock as and when declared by the Board, out of funds legally available therefore.

4.Residual Rights. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation's bylaws or in any amendment hereto or thereto shall be vested in the Common Stock.

ARTICLE IV

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw, whether adopted by them or otherwise.

ARTICLE V

Elections of members of the Board need not be by written ballot unless and to the extent otherwise provided in the bylaws of the Corporation.

Meetings of the stockholders of the Corporation may be held within or without the State of Delaware, as the bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the bylaws of the Corporation.

ARTICLE VI

To the fullest extent permitted by the DGCL, or any other applicable law, as the same exists or may hereafter be amended, a director or former director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any action taken, or any failure to take any action, as a director.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, or any other applicable law, as the same exists or may hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

The Corporation shall have the power to indemnify and hold harmless, to the extent permitted by the DGCL, or any other applicable law, as the same exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred  by such person in connection with any such Proceeding.

Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an

inconsistent provision.

ARTICLE VII

The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE VIII

The name and mailing address of the Corporation's incorporator are as follows:

Neal Harmon

[Address]

[Address]

ARTICLE lX

Except as otherwise expressly provided by this Certificate of Incorporation, the number of directors which shall constitute the Board shall be designated by the bylaws of the Corporation.

ARTICLE X

Except as otherwise provided above, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XI

The Corporation elects not to be governed by Section 203 of the DGCL, which pertains to business combinations with interested stockholders.

1, the undersigned, as the sole incorporator of the Corporation named above, have signed this Certificate of Incorporation on February 7, 2014.

/s/ Neal S. Harmon

Neal Harmon, Incorporator

VIDANGEL, INC.

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

VidAngel, Inc. (the "Corporation"), organized and existing under and by virtue of the Delaware General Corporation Law (the "DGCL"), does hereby certify as follows:

A.By unanimous written consent of the Board of Directors of the Corporation (the "Board''), resolutions were duly adopted, pursuant to Sections 141(f) and 242 of the DGCL, setting forth an amendment to the Corporation's Certificate of Incorporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved the proposed amendment by written consent in accordance with Sections 228 and 242 of the DGCL, the Certificate of lncorporation and the Bylaws of the Corporation.

B.This Certificate of Amendment of Certificate of lncorporation (this "Amendment''), as adopted by the Board and approved by the Corporation's stockholders, modifies the terms of the Common Stock as set forth in the Corporation's Certificate of Incorporation, in order to increase the number of authorized shares of Common Stock.

C.This Amendment revises Article III of the Certificate of Incorporation as indicated below:

1.The first paragraph of Article III of the Certificate of Incorporation is amended to read in its entirety as follows:

"ARTICLE III

The Corporation is authorized to issue one class of stock to be designated "Common Stock." The total number of shares of all classes of stock which this Corporation is authorized to issue is twenty five million (25,000,000) shares. The number of shares of Common Stock authorized is twenty five million (25,000,000) shares, par value of $0.001 per share."

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to be signed and attested by its duly authorized officer as of the 25th day of November, 2015.

VIDANGEL, INC.
By:	/s/ Neal Harmon
	Neal Harmon, Chief Executive Officer

VIDANGEL, INC.

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

VIDANGEL, INC. (the "Corporation"), organized and existing under and by virtue of the Delaware General Corporation Law (the "DGCL"), does hereby certify as follows:

A.By unanimous written consent of the Board of Directors of the Corporation (the "Board''), resolutions were duly adopted, pursuant to Sections 141(f) and 242 of the DGCL, setting forth an amendment to the Corporation's Certificate of Incorporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved the proposed amendment by written consent in accordance with Sections 228 and 242 of the DGCL, the Certificate of Incorporation and the Bylaws of the Corporation.

B.This Certificate of Amendment of Certificate of Incorporation (this "Amendment''), as adopted by the Board and approved by the Corporation's stockholders, modifies the terms of the Common Stock as set forth in the Corporation's Certificate of Incorporation, in order to create a new class of Common Stock and allocate a portion of the authorized shares to the new class.

C.This Amendment revises Article III of the Certificate of Incorporation as indicated below:

1.   Article III of the Certificate of Incorporation is amended to read in its entirety as follows:

"ARTICLE III

The Corporation is authorized to issue two (2) classes of stock to be designated "Class A Common Stock” and “Class B Common Stock”, or cumulatively as “Common Stock”. The total number of shares of all classes of stock which this Corporation is authorized to issue is twenty-five million (25,000,000) shares. The number of shares of Class A Common Stock authorized is twenty-one million two hundred and fifty thousand (21,250,000) shares, par value of $0.001 per share, and the number of shares of Class B Common Stock authorized is three million seven hundred and fifty thousand (3,750,000) shares, par value of $0.001 per share.

Upon filing of this Amendment with the Secretary of State of the State of Delaware (the “Effective Time), each one (1) share of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time will be reclassified and changed into one (1) validly issued, fully paid and non-assessable share of the Corporation’s Class A Common Stock, par value $0.001 per share.  Each stock certificate that prior to the Effective Time represented Common Stock shall thereafter represent Class A Common Stock.

The number of authorized shares of Class B Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of Common Stock of the corporation representing a majority of the votes represented by all outstanding shares of Common Stock entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

A.           Common Stock.

1.Voting Rights. Each outstanding share of Class A Common Stock shall be entitled to one (1) vote on each matter to be voted on by the stockholders of the Corporation. Each outstanding share of Class B Common Stock shall not be entitled to a vote on any matter to be voted on by the stockholders of the Corporation, unless specifically required by the DGCL.

2.Liquidation Rights. The holders of Common Stock then outstanding shall be entitled to receive all of the assets and funds of the Corporation remaining and available for distribution. Such assets and funds shall be divided among and paid to the holders of Common Stock, on a pro-rata basis, according to the number of shares of Common Stock held by them.

3.Dividends. Dividends may be paid on the outstanding shares of Common Stock as and when declared by the Board, out of funds legally available therefore.

4.Residual Rights.  All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation’s bylaws or in any amendment hereto or thereto shall be vested in the Common Stock.

5.Identical Rights.  Holders of the Class B Common Stock shall rank equally with, and have identical rights and privileges as, holders of all other shares of the Common Stock, except with regard to voting rights as provided above.

6.Subdivision or Combination.  If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same manner.

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to be signed and attested by its duly authorized officer as of the 13th day of September, 2016.

VIDANGEL, INC.
By:	/s/ Neal Harmon
	Neal Harmon, Chief Executive Officer

EX1A-3 HLDRS RTS

Exhibit 3.1

VIDANGEL INC.

INVESTOR RIGHTS AND VOTING AGREEMENT

February 27, 2014

INVESTOR RIGHTS AND VOTING AGREEMENT

This Investor Rights and Voting Agreement (this “Agreement”) is made and entered into as of February 27, 2014, by and among VIDANGEL, INC., a Delaware corporation (the “Company”), the parties listed on Exhibit A attached hereto (the “Investors”) and the parties listed on Exhibit B attached hereto (the “Key Holders”). The Key Holders and the Investors are referred to herein collectively as the “Voting Parties.”

RECITALS

A.           The Investors have agreed to purchase from the Company, and the Company has agreed to sell to the Investors, shares of the Company’s Common Stock (the “Shares”) on the terms and conditions set forth in that certain Common Stock Purchase Agreement dated of even date herewith by and among the Company and the Investors, as amended from time to time.

B.           It is a condition to the closing of the sale of the Shares that the parties hereto execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1.COVENANTS OF THE COMPANY.

1.1Information Rights.

(a)Basic Financial Information.  The Company will furnish to each Investor holding more than 551,875 shares of Common Stock (a “Major Investor”) when available, but in no event later than 30 days following the end of each quarter and month or 45 days following the end of each year:  (1) annual unaudited financial statements for each fiscal year of the Company, including an unaudited balance sheet as of the end of such fiscal year, an unaudited statement of operations and an unaudited statement of cash flows of the Company for such year together with a comparison of such statements to the Company’s budget or plan, all prepared in accordance with generally accepted accounting principles and practices (“GAAP”), other than GAAP requirements that companies undergo annual audits; (2) quarterly unaudited financial statements for each fiscal quarter of the Company (except the last quarter of the Company’s fiscal year), including an unaudited balance sheet as of the end of such fiscal quarter, an unaudited statement of operations and an unaudited statement of cash flows of the Company for such quarter; and (3) an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month (except the last month of each fiscal quarter of the Company), all prepared in accordance with generally accepted accounting principles and practices subject to changes resulting from normal year-end audit adjustments.  If the Company has audited records of any of the foregoing, it shall provide those in lieu of the unaudited versions.

(b)Confidentiality.  Anything in this Agreement to the contrary notwithstanding, no Investor by reason of this Agreement shall have access to any trade secrets or confidential information of the Company.  The Company shall not be required to comply with any information rights in respect of any Investor whom the Company reasonably determines to be a competitor or an officer, employee, director or holder of ten percent (10%) or more of a competitor.  Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement other than to any of the Investor’s attorneys, accountants, consultants, and other professionals, to the extent necessary to obtain their services in connection with monitoring the Investor’s investment in the Company.

(c)Inspection Rights.  The Company shall permit each Major Investor to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by such Investor.

2.ELECTION OF BOARD OF DIRECTORS

2.1Voting During the term of this Agreement, each Voting Party agrees to vote all Shares in such manner as may be necessary to maintain the number of members of the Board of Directors at no more than five (5) and to elect (and maintain in office) as a member of the Company’s Board of Directors (the “Board”), for so long as at least 1,000,000 shares of Common Stock are held by Alta Ventures Mexico Fund I, L.P. and its affiliates (“Alta”), an individual designated by Alta, to serve as a representative of the Investors (the “Alta Designee” or “Investor Director”).

2.2Designation of Alta Designee.  The Alta Designee shall be chosen by Alta, and Alta shall notify the Company and Voting Parties in writing prior to any election of directors of the identity of the Alta Designee.  The initial Alta Designee shall be Paul Ahlstrom.

2.3Current Alta Designee.  For the purpose of this Agreement, Paul Ahlstrom shall be deemed to be the initial Alta Designee.

2.4Changes in Alta Designee.  From time to time during the term of this Agreement, Alta, for so long as it is entitled to designate the Alta Designee, may, in its sole discretion:

(a)notify the Company and the Voting Parties in writing of an intention to remove from the Board the incumbent Alta Designee; or

(b)notify the Company in writing of an intention to select a new Alta Designee for election to a Board seat, to replace the incumbent Alta Designee;

In the event of such an initiation of a removal or selection of the Alta Designee under this section, the Company shall take such reasonable actions as are necessary to facilitate such removal or election, including, without limitation, soliciting the votes of the appropriate stockholders, and the Voting Parties shall vote their Shares to cause: (a) the removal from the Board of the Alta Designee so designated for removal; and (b) the election to the Board of any new Alta Designee so designated.

2

3.“MARKET STAND-OFF” AGREEMENT.  Each of the Investors and Key Holders hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of the Company’s initial public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”).  For purposes of this Section 3, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates.  To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 3 and to impose stop transfer instructions with respect to the Shares and such other shares of stock of the Company held by each Key Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.  Each Key Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

4.APPROVAL OF CERTAIN ACTIONS.

4.1Approval of Certain Actions by the Alta Designee.   The Company shall not, without first obtaining the approval of the Investor Director:

(a)Amend the Company’s Certificate of Incorporation or Bylaws in any manner that would have an adverse effect on the Investors;

(b)Issue or reclassify any outstanding shares or securities into, shares having any rights, preferences or privileges senior to the Company’s Common Stock;

(c)Increase or decrease the authorized number of shares of the Company’s Common Stock or create or authorize any series of preferred stock;

(d)Repurchase any shares of the Company’s capital stock, except redemption or repurchase of shares of Common Stock from the Company’s employees or consultants upon termination of their employment or service pursuant to agreements providing for such repurchase; or

(e)Make any change to the Company’s stock option plan.

5.GENERAL PROVISIONS.

5.1Amendment and Waiver of Rights.  Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company, Investors (and/or any of their permitted successors or assigns) holding Shares representing a majority of all the Investors’ Shares, and Key Holders holding Shares representing a majority of all Shares held by the Key Holders.  Any amendment or waiver effected in accordance with this Section 5.1 shall be binding upon each Investor, each Key Holder, each permitted successor or assignee of such Investor or Key Holder and the Company.

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5.2Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or otherwise delivered by hand or by messenger addressed: (a) if to an Investor or Key Holder, at the Investor’s or Key Holder’s address or facsimile number or email address as shown on Exhibit A of Exhibit B attached hereto, as applicable, as may be updated in accordance with the provisions hereof; or (b) if to the Company to 251 North University Avenue, Provo, UT 84601, Attn: Chief Executive Officer, or to such other address as the Company shall have furnished to the Investors, with a copy to Chris Anderson, Durham, Jones & Pinegar, 111 E. Broadway, Suite 900, Salt Lake City, Utah 84111, facsimile 801.415.3500.  With respect to any notice given by the Company under any provision of the Delaware General Corporation Law or the Company’s charter or bylaws, each Investor agrees that such notice may be given by facsimile or email.  Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or, if sent by facsimile or email, upon confirmation of facsimile or email transfer or delivery.

5.3Entire Agreement.  This Agreement and the documents referred to herein, together with all the Exhibits hereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

5.4Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

5.5Severability The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

5.6Third Parties.  Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.

5.7Successors and Assigns.  This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by an Investor without the prior written consent of the Company.  Any attempt by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void.  Subject to the foregoing, and except as otherwise provided herein, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

5.8Titles and Headings.  The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.  Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

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5.9Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

5.10Costs and Attorneys’ Fees.  In the event that any action, suit or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the prevailing party shall recover all of such party’s costs and attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.

5.11Adjustments for Stock Splits, Etc.  Wherever in this Agreement there is a reference to a specific number of shares of Common Stock of the Company, then, upon the occurrence of any subdivision, combination or stock dividend of such stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of stock by such subdivision, combination or stock dividend.

5.12Further Assurances.  The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

5.13Facsimile Signatures.  This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

5.14Termination.  The rights, duties and obligations under Sections 1 through 4 of this Agreement shall terminate immediately prior to the closing of the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act.  Section 1.1(b) shall survive any such termination of the Agreement, and the obligations under Section 3 shall survive beyond the closing of the Company’s initial public offering, for the time period indicated.

(Signature page follows)

5

IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.

“COMPANY”

VIDANGEL, INC.

a Delaware corporation

By     /s/ Neal Harmon

Neal Harmon, CEO (VidChief)

“INVESTORS”

Alta Ventures Mexico Fund I, L.P.

By:       Alta Ventures Mexico Management (GP), L.P.

Its:       General Partner

By:       Alta Group Americas Management (GP), Inc.

Its:       General Partner

By:       /s/ Paul Ahlstrom                                                                

Name:  Paul Ahlstrom

Title:    Chief Executive Officer

[Signature Page to Investor Rights and Voting Agreement]

“INVESTORS”

Kickstart Seed Fund II, L.P

By:       /s/ Gavin Christensen                                                                           

Name:  Gavin Christensen

Title:    Managing Director

[Signature Page to Investor Rights and Voting Agreement]

“INVESTORS”

Osborn Companies, LC

By:      /s/ Warren Osborne                                                                

Name: Warren Osborn

Title:   Chief Executive Officer

[Signature Page to Investor Rights and Voting Agreement]

“KEY HOLDERS”

HARMON VENTURES, LLC,

a Utah limited liability company

By: /s/ Neal Harmon                                                                

Name: Neal Harmon

Title: Member

/s/ Daniel Harmon                                                      

Daniel Harmon

FIRSTSTEP CAPITAL, L.L.C,

a Utah limited liability company

By: /s/ John Richards                                                                

Name: John Richards

Title: Manager

/s/ Jordan Harmon                                                      

Jordan Harmon

/s/ Benton Crane                                                      

Benton Crane

/s/ Alan Melby                                                                

Alan Melby

EXHIBIT A

List of Investors

Name, Address and E-Mail	Number of Shares
ALTA VENTURES MEXICO FUND I, L.P. [ADDRESS] [ADDRESS] Attn:  Paul Ahlstrom	2,069,536
KICKSTART SEED FUND II, L.P. 2795 E. Cottonwood Pkwy, #350 Salt Lake City, UT 84121 Attn:  Gavin Christensen	689,845
OSBORN COMPANIES, LC 4290 North Vintage Circle Provo, UT 84604 Attn:  Warren Osborn	551,876
TOTAL:	3,311,257

EXHIBIT B

List of Key Holders

 

Name, Address and E-Mail	Number of Shares of Common Stock Held
Harmon Ventures, LLC 251 North University Avenue Provo, UT 84601 Attn: Neal Harmon	8,938,520
Daniel Harmon [Address] [Address]	301,980
FirstStep Capital, L.L.C 136 E. South Temple, Ste 1050 Salt lake City, UT 84111	397,350
Jordan Harmon [Address] [Address]	189,960
Benton Crane [Address] [Address]	105,960
Alan Melby [Address] [Address] [Address]	66,230
TOTAL:	10,000,000

EX1A-6 MAT CTRCT

Exhibit 6.1

July 21, 2016

David Quinto

[Address]

[Address]

Re:  Offer of Employment

Dear David,

We are pleased to offer you employment with VidAngel, Inc. (the “Company”), at its Provo, UT location, beginning August 1, 2016 (the “Start Date”).  We understand that you will likely need to spend a substantial amount of time working with and overseeing the Company’s outside trial counsel in the Central District of California.  Your position will be General Counsel, performing such duties as are normally associated with this position and such other duties as are assigned to you from time to time consistent with your position and with the fact that you are admitted to practice law in California but not Utah. This is a full time position. Your initial salary will be at the rate of $14,583.34 semi-monthly, which equates to $350,000 on an annualized basis (the “Base Salary”), payable in accordance with the Company’s standard payroll practices, which are subject to change from time to time. You will also be reimbursed for ordinary and reasonable business expenses incurred in connection with your job duties as allowed by Company policy or as agreed by the Company.  For purposes of this letter agreement (this “Agreement”), “Board” shall mean the Board of Directors of the Company, and “Plan” shall mean the 2014 Stock Incentive Plan of the Company as amended and/or restated from time to time.

You will also be eligible to participate in all Company fringe benefit plans, including, for example, group health insurance in accordance with the Company’s benefit plan requirements.  All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan.  The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.

The April 15, 2015 grant to you and Scott Commerson of an option to purchase 225,000 share of the Company's Common Stock (the "Shares") at an exercise price of $0.50 per share, equal to the fair market value of one share of the Company's Common Stock as of that date as was determined by the Board (the "Option"), will be modified per the Acknowledgement and Consent Agreement among the Company, David Quinto and Scott Commerson, to provide that you may purchase 219,792 shares of the Company’s Common Stock (the “Shares”) as set forth below, and Scott Commerson may exercise his option to purchase 5,208 shares provided that he does so within 30 days following the execution of the Acknowledgement and Consent Agreement by the parties, after which date Scott Commerson's options will expire. The Vesting Reference Date will be amended to the Start Date, and The Time of the Exercise of Option paragraph of Exhibit A to the Stock Option Agreement will be amended to change the vesting requirements of the remaining 219,792 options as follows: (i) one-fourth (1/4th) of the options shall vest twelve (12) months after the Start Date, and one thirty sixth (1/36th) of the remaining options shall vest on each monthly anniversary of the Start Date over the three-year period thereafter, subject to your continuing eligibility and employment with the Company.  The Option will be subject to the terms and conditions applicable to options granted under the Plan, as described in that Plan and the applicable option agreement.

In the event you are terminated without Cause within twelve months following a Change in Control or you resign for Good Reason within twelve months following a Change in Control, provided that you execute a general release of claims in a form acceptable to the Company (the “Release”) within forty-five days of your termination, and further provided that you do not revoke such release, you shall be entitled to accelerated vesting of 100% of your Option immediately following the effective date of such termination. The Option shall also be subject to, and you do hereby agree to, the 280G Limitations, and each of “280G Limitations”, “Cause”, and “Good Reason” shall have the meanings set forth on Exhibit B hereto. “Change in Control” shall have the meaning of “Transaction” as set forth in the Plan.

Your employment is subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion.  Your employment with the Company may be suspended (or terminated) without cause subject to the Obligations below.  In addition, the Company reserves the right to modify your position, duties or reporting relationship to meet business needs and, in its sole discretion, to increase your compensation or incentives commensurate with market conditions and the Company’s financial condition.  Notwithstanding the foregoing, if your employment with the Company is terminated without Cause before July 31, 2021 (the “Severance Coverage Period”) or you resign for Good Reason within the Severance Coverage Period and the Company is conducting business in the United States substantially unimpaired by any form of injunction, you shall be entitled to receive your Base Salary through July 31, 2021, but if the Company's business operations in the United States are substantially impaired such that the Company cannot operate profitably, the Company will be permitted to draw down on the Collateral without regard to the balance in the Collateral account for so long as such impairment continues. If the Collateral account is exhausted during the period of substantial impairment, the Company shall have no further obligation to make, and shall not be indebted to you for, any additional Base Salary payments. Each of the preceding Base Salary payment obligations is contingent upon your execution of a Release. All Base Salary payments shall be made according to the Company’s normal payroll practices and subject to applicable withholding requirements.

The Company shall open a new bank account into which it will deposit funds for the purpose of collateralizing the Obligations (and no other assets or property of the Company shall be included in the definition of Collateral) (such account, the “Account”). The amount of funds that shall initially be deposited into the Account shall be $350,000 (“Initial Collateral Amount”).  The funds maintained in the Account shall not be permitted to fall below the Initial Collateral Amount during the first four years of this Agreement.  Your initial salary payments shall be paid by the Company without resort to the use of the funds in the Account.  Following the Company’s next equity financing in which at least $2 million of new cash equity capital is raised by the Company (the “Financing”), the Company shall deposit an additional $700,000 into the Account.  Following the Financing, the Company may withdraw funds from the Account in amounts less than or equal to the satisfaction of its Salary Obligations until only the Initial Collateral Amount remains.   The Company represents and warrants that the funds deposited into the Account will not be used as collateral or encumbered for any other purpose.  The Company will assist you in filing  UCC-1 statements.  The Company’s grant to you of a security interest does not include, any license or contract rights to the extent: (i) the granting of a security interest therein would be contrary to applicable law; or (ii) that such rights are nonassignable by their terms (but only to the extent the prohibition is enforceable under applicable law).  Company hereby authorizes you at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto concerning the Collateral.

This offer is contingent on: (a) your executing a proprietary information and inventions agreement in substantially the form of Exhibit A attached hereto (the “Inventions Agreement”), and (b) your satisfying the eligibility requirements for employment in the United States.

This Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A, or any applicable exemptions from Code Section 409A, as the case may be. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A will be paid under such exception. Despite any contrary provision of this Agreement (i)(a) all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code; (b) in no event may you, directly or indirectly, designate the calendar year of any payment under this Agreement; and (c) any reference to termination of employment or your date of termination shall mean and refer to the date of your “separation from service,” as that term is defined in Treas. Reg. Section 1.409A-1(h), and (ii) all reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (w) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this Agreement); (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

By signing this letter, you are representing that you have full authority to accept this position and perform the duties of the position without conflict with any other obligations and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company.  You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company.  You agree not to bring to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use.  You also agree to honor all obligations to former employers during your employment with the Company.

By signing this letter, you acknowledge that the terms described in this letter, together with the Inventions Agreement attached hereto, set forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein.  No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company, except that the Company may, in its sole discretion, adjust salaries, incentive compensation, stock plans, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

[Remainder of Page Intentionally Left Blank]

This is an exciting time for our business and for our industry.  We look forward to your joining our team and becoming a part of this excitement.  Please indicate your acceptance of this offer by signing below and returning to me along with the executed Inventions Agreement.

Sincerely,

/s/ Neal Harmon                                                     

Neal Harmon

Chief Executive Officer

VidAngel, Inc.

ACCEPTED AND AGREED TO:

/s/ David Quinto                                                     

(Signature)

Printed Name:    David Quinto

Date: July 21, 2016                                                  

Exhibit A

Inventions Agreement

[See attached]

VIDANGEL, INC.

AT WILL EMPLOYMENT, PROPRIETARY INFORMATION,

INVENTION ASSIGNMENT, NONCOMPETITION AND ARBITRATION AGREEMENT

July 21, 2016

As a condition of my employment with VidAngel, Inc., a Delaware corporation with its headquarters in the state of Utah, its subsidiaries, affiliates, predecessors, successors or assigns (together the “Company”), and in consideration of my further employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, and for other consideration, the receipt and sufficiency of which are hereby acknowledged, I agree to the following: 1. Confidential Information. a. Company Information. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use, except for the exclusive benefit of the Company, or to disclose to any person, firm or entity without written authorization of an authorized officer (other than myself), any Confidential Information of the Company. I understand that “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Company, proprietary information, technical data, formulae, trade secrets or know-how, including, but not limited to, research, business plans, marketing plans, product plans, products, services, suppliers, customer lists and customers (including, but not limited to, customers of the Company on whom I call or with whom I become acquainted during the term of my employment), markets, software, source code, developments, development environment, specifications, flow charts, inventions, operations, procedures, methods, processes, compilations of data, technology, designs, drawings, engineering, devices, hardware configuration information, marketing, finances or other business information. I further understand that Confidential Information does not include any of the foregoing items that has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. b. Acknowledgments. I acknowledge that during my employment with the Company, I will have access to Confidential Information, all of which shall be made accessible to me only in strict confidence; that unauthorized disclosure of Confidential Information will damage the Company’s business; that Confidential Information would be susceptible to immediate competitive application by a competitor of the Company’s; that the Company’s business is substantially dependent on access to and the continuing secrecy of Confidential Information; that Confidential Information is novel, unique to the Company and known only to me, the Company and certain key employees and contractors of the Company; that the Company shall at all times retain ownership and control of all Confidential Information; and that the restrictions contained in this agreement are reasonable and necessary for the protection of the Company’s legitimate business interests. Pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I shall not have criminal or civil liability under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit for retaliation by the Company for reporting a suspected violation of law, I may disclose the trade secret to my attorney and may use the trade secret information in the court proceeding, if I (X) file any document containing the trade secret under seal; and (Y) do not disclose the trade secret, except pursuant to court order. c. Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. d.Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.   2. Inventions. a.Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments,

improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If, in the course of my employment with the Company, I incorporate into a Company product, process or service a Prior Invention owned by me or in which I have an interest, I hereby grant to the Company a nonexclusive, royalty-free, fully-paid up, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions or inventions of third parties in any Inventions without the Company’s prior written consent b. Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I have solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice and which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I have been and am in the employ of the Company (collectively referred to as “Inventions”), except as provided in Section 3(f) below. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Invention developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such Invention. c.Inventions Assigned to the United States. I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies. d.Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. e. Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me. f. Exception to Assignments. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention that qualifies fully under the provisions of Utah Code Title 34, Chapter 39, Section 3 (attached hereto as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in Utah Code Title 34, Chapter 39, Section 3 and are not otherwise disclosed on Exhibit A. g. No Self-Help or Unauthorized Code. I represent and warrant to the Company, that I will not knowingly infect, incorporate into or combine with any computer system, computer program, software product, database or computer storage media of the company any Self-Help Code or Unauthorized Code (as defined below). “Self-Help Code” means any back door, time bomb, drop dead device, or other illegitimate or harmful routing, code, algorithm or hardware component designed or used: (i) to disable, erase, alter or harm any computer system, computer program, database, data hardware or communications system, automatically with the passage of time, or under the control of, or through some affirmative action by, any

person, or (ii) to access any computer system, computer program, database, data, hardware or communications system. “Self-Help Code” does not include any routine, code, algorithm or hardware component which is known to Company management and which is intended by Company management to be incorporated into or combined with any computer system, computer program, software product, database or computer storage media of the Company. For example, computer programs used for legitimate and authorized access to computer systems (e.g., remote assess via modem) are not Self-Help Code. “Unauthorized Code” means any virus, Trojan horse, worm, or other illegitimate or harmful routine, code, algorithm or hard component designed or used to disable, erase, alter, or otherwise harm any computer system, program, database, data, hardware or communications system, or to consume, use, allocate or disrupt any computer resources.   3. Conflicting Employment. I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company.   4. Returning Company Documents. I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, formulae, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to paragraph 3(d). I understand and agree that compliance with this paragraph may require that data be removed from my personal computer equipment. Consequently, upon reasonable prior notice, I agree to permit the qualified personnel of the Company or its contractors access to such computer equipment for that purpose.   5. Notification of New Employer. In the event that I leave the employ of the Company, I agree to notify the Company of my new employer and hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.   6. Solicitation of Employees. I agree that for a period of 12 months immediately following the termination of my relationship with the Company for any reason, whether with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away such employees, either for myself or for any other person or entity. 7. Conflict of Interest Guidelines. I agree to diligently adhere to the Conflict of Interest Guidelines attached hereto as Exhibit C. 8. Covenant Not to Compete. a. Covenant. I agree that during the course of my employment and for 12 months following the termination of my relationship with the Company (the “Noncompetition Period”) for any reason, whether with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice, I will not, without the prior written consent of the Company, (i) serve as a partner, employee, consultant, officer, director, manager, agent, associate, investor, or (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate myself with any business, (a) in competition with or otherwise similar to the Company’s business, (b) any other line of business in which the Company was engaged at any time during my employment with the Company; or (c) any other line of business into which the Company, during my employment with the Company, formed an intention to enter during the Noncompetition Period, and which an officer of the Company has disclosed to me in writing within ten (10) days following the termination of my employment with the Company. This covenant shall not prohibit me from owning less than two percent of the securities of any competitor of the Company, if such securities are publicly traded on a nationally recognized stock exchange or over-the-counter market. The foregoing covenant shall cover my activities in every part of the Territory in which I may conduct business during the term of such covenant as set forth above. “Territory” shall mean (i) all counties in the state of the Company’s headquarters, (ii) all other states of the United States of America and (iii) all other countries of the world; provided that, with respect to clause (iii), the Company derives at least three percent (3%) of its gross revenues from any such geographic area prior to the date of the termination of my relationship with the Company. Further, I agree that for a period of 12 months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, without the prior written consent of the Company, (x) solicit business or sales, for the same or similar products or services as provided by the Company, from any customer, client or account of the Company with which I have had any contact during the term of employment (“Customers”) or (y) attempt

to convert Customers to other sellers or providers for the same or similar products or services as provided by the Company. b. Acknowledgement. I acknowledge that my fulfillment of the obligations contained in this Agreement, including, but not limited to, my obligation neither to disclose nor to use the Company’s Confidential Information other than for the Company’s exclusive benefit and my obligation not to compete contained in subsection (a) above, is necessary to protect the Company’s Confidential Information and, consequently, to preserve the, trade secrets, value and goodwill of the Company. I further acknowledge the time, geographic and scope limitations of my obligations under subsection (a) above are reasonable, especially in light of the Company’s desire to protect its Confidential Information and trade secrets, and that I will not be precluded from gainful employment if I am obligated not to compete with the Company during the period and within the Territory as described above. c.Severability. The covenants contained in subsection (a) above shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in subsection (a) above. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions of subsection (a) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law.   9. Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.   10. General Provisions. a.Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the state of the Company’s headquarters without regard for conflicts of laws principles. I hereby expressly consent to the exclusive personal jurisdiction of the state and federal courts located in the state of the Company’s headquarters for any lawsuit filed there against me by the Company arising from or relating to this Agreement. b. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. c. Other Agreements. In the event of any direct conflict between any term of this Agreement and any term of any other agreement executed by me, the terms of this Agreement shall control. If I signed or sign any other agreement(s) relating to or arising from my employment with the company, all provisions of such agreement(s) that do not directly conflict with a provision of this Agreement shall not be affected, modified or superseded by this Agreement, but rather shall remain fully enforceable according to their terms. d. Severability. If one or more of the provisions in this Agreement are deemed void by law, including, but not limited to, the covenant not to compete in Section 9, then the remaining provisions will continue in full force and effect. e. Survival. My obligations under this Agreement shall survive the termination of my employment with the Company and shall thereafter be enforceable whether or not such termination is claimed or found to be wrongful or to constitute or result in a breach of any contract or of any other duty owed or claimed to be owed to me by the Company or any Company employee, agent or contractor. f. Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. g. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable, and all of which together shall constitute one agreement. I acknowledge and agree to each of the following: I am executing this Agreement voluntarily and without any duress or undue influence any other party; I have carefully read this Agreement. I have asked any questions needed for me to understand the terms, consequences and binding effect of this Agreement and fully understand them; and I sought the advice of an attorney of my choice if I elected to before signing this Agreement. Executed on the date first set forth above.

Employee:

Signature: /s/ David Quinto                                                                      

Printed Name: David Quinto                                                                     

Address: [Address]

[Address]

Acknowledged and Agreed:

VidAngel, Inc.

Signature:  /s/ Neal Harmon                                                                      

Printed Name: Neal Harmon                                                                      

Title: CEO                                                                                                     

EXHIBIT A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

Title	Date	Identifying Number or Brief Description
None

none            No inventions or improvements

none            Additional Sheets Attached

Signature of Employee: /s/ David Quinto                                     

Print Name of Employee: David Quinto                                        

Date: July 21, 2016

EXHIBIT B

UTAH CODE TITLE 34, CHAPTER 39, SECTION 3

Scope of act—When agreements between an employee and employer are enforceable or unenforceable with respect to employment inventions—Exceptions.

(1)  An employment agreement between an employee and his employer is not enforceable against the employee to the extent that the agreement requires the employee to assign or license, or to offer to assign or license, to the employer any right or intellectual property in or to an invention that is:

(a)  created by the employee entirely on his own time; and

(b)  not an employment invention.

(2)  An agreement between an employee and his employer may require the employee to assign or license, or to offer to assign or license, to his employer any or all of his rights and intellectual property in or to an employment invention.

(3)  Subsection (1) does not apply to:

(a)       any right, intellectual property or invention that is required by law or by contract between the employer and the United States government or a state or local government to be assigned or licensed to the United States; or

(b)           an agreement between an employee and his employer which is not an employment agreement.

(4) Notwithstanding Subsection (1), an agreement is enforceable under Subsection (1) if the employee’s employment or continuation of employment is not conditioned on the employee’s acceptance of such agreement and the employee receives a consideration under such agreement which is not compensation for employment.

(5)  Employment of the employee or the continuation of his employment is sufficient consideration to support the enforceability of an agreement under Subsection (2) whether or not the agreement recites such consideration.

(6)  An employer may require his employees to agree to an agreement within the scope of Subsection (2) as a condition of employment or the continuation of employment.

(7)  An employer may not require his employees to agree to anything unenforceable under Subsection (1) as a condition of employment or the continuation of employment.

(8)  Nothing in this chapter invalidates or renders unenforceable any employment agreement or provisions of an employment agreement unrelated to employment invention.

UTAH CODE TITLE 34, CHAPTER 39, SECTION 2

Definitions.

As used in this chapter:

(2)“Employment invention” means any invention or part thereof conceived, developed, reduced to practice, or created by an employee which is:

h.conceived, developed, reduced to practice, or created by the employee:

                                (i)  within the scope of his employment;

 (ii)  on his employer’s time; or

                               (iii)  with the aid, assistance, or use of any of his employer’s property, equipment, facilities, supplies, resources, or intellectual property;

                      (b)  the result of any work, services, or duties performed by an employee for his employer;

                      (c)  related to the industry or trade of the employer; or

                      (d)  related to the current or demonstrably anticipated business, research, or development of the employer.

           (2)  “Intellectual property” means any and all patents, trade secrets, know-how, technology, confidential information, ideas, copyrights, trademarks, and service marks and any and all rights, applications, and registrations relating to them.

EXHIBIT C

CONFLICT OF INTEREST GUIDELINES

It is the policy of the Company to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics.  Accordingly, all officers, employees and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company.  The following are potentially compromising situations that must be avoided.  Any exceptions must be reported to the President and written approval for continuation must be obtained.

Revealing confidential information to outsiders or misusing confidential information.  Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended or occurs.  (The At Will Employment, Proprietary Information, Invention Assignment, Noncompetition and Arbitration Agreement elaborates on this principle and is a binding agreement.)

1.Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company.

2.Participating in civic or professional organizations that might involve divulging confidential information of the Company.

3.Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement.

4.Initiating or approving any form of personal or social harassment of employees.

5.Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company.

6.Borrowing from or lending to employees, customers or suppliers.

7.Acquiring real estate of interest to the Company.

8.Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist.

9.Unlawfully discussing prices, costs, customers, sales, strategies, or markets with competing companies or their employees.

10.Making any unlawful agreement with distributors with respect to prices.

11.Improperly using or authorizing the use of any inventions that are the subject of patent claims of any other person or entity.

12.Engaging in any conduct that is not in the best interest of the Company.

Each officer, employee and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review.  Violations of this conflict of interest policy may result in disciplinary action up to and including termination.

Exhibit B – Definitions

“Cause” for termination shall be limited to the occurrence of any of the following events: (a) your commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (b) your material violation of any contract or agreement between you and the Company which remains uncured after thirty (30) days written notice thereof; (c) your willful failure to satisfactorily perform your job duties which remains uncured after thirty (30) days written notice of such deficiency; (d) your engaging or participating in any activity which violates any material provisions of your Proprietary Information and Inventions Agreement with the Company; (e) your gross misconduct including, without limitation, any willful misconduct independent of the Company that has a significant adverse impact upon the operations, business, reputation or valuation of the Company, or (f) your becoming disbarred, suspended, reprimanded, conflicted or in any manner becoming ineligible or unable to represent the Company as legal counsel in a material litigation matter.

“Good Reason” for you to terminate your employment hereunder shall mean the occurrence of any of the following events without your consent; provided however, that any resignation by you due to any of the following conditions shall only be deemed for Good Reason if: (i) you give the Company written notice of the intent to terminate for Good Reason within ninety (90) days following the first occurrence of the condition(s) that you believe constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from you; and (iii) you actually resign your employment within the first fifteen (15) days after expiration of the Cure Period: (a) a material breach of this Agreement with you by the Company; (b) a material reduction by the Company of your Base Salary as initially set forth herein (other than as a result of your termination for Cause), or (c) a material reduction in your authority, duties or responsibilities.

“280G Limitations” shall mean the following obligations in the event of an acceleration of the vesting of the Option following a Change in Control: If, in such event, any portion of the payments, benefits and vesting to or for your benefit (including, but not limited to, payments, benefits and vesting under this Agreement but determined without regard to solely the vesting of the Option) (collectively “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended and the regulations and other guidance promulgated thereunder (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount.  The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits.  In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of your stock awards.  The determination as to whether your payments, benefits and vesting are parachute payments and, if so, the Reduced Amount shall be calculated at the Company’s expense by such certified public accounting firm as the Board may designate prior to a Change in Control (the “Accounting Firm”).  Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon you and the Company.

 “Collateral” shall mean solely the Account (and no other assets or property of the Company shall be included in the definition of Collateral) as more fully set forth in the sixth full paragraph of the Agreement.

EX1A-6 MAT CTRCT

Exhibit 6.2

PROMOTION & MARKETING SERVICES AGREEMENT

This Promotion, Marketing, and Distribution Agreement (the "Agreement") is entered into between Harmon Brothers LCC, a Utah Limited Liability Company (“Marketer”) and the Client named on one or more Service Order Forms between Client and Company.  The terms of this Agreement shall apply to all Services provided under the Services Order Form(s).  Each Services Order Form is subject to the General Terms and Conditions set forth below which are fully incorporated in each Service Order Form by this reference.

GENERAL TERMS AND CONDITIONS

RECITALS. Client and Marketer deem the following factors to be important to their decision to enter into the Agreement. (i) Marketer is in the business of providing internet-based and multi-media promotion and marketing services, including the design and implementation of promotional and web-based advertising campaigns; (ii) Client desires to retain Marketer to provide certain promotional and advertising services in accordance with Order Form (the "Campaign"). 1.DEFINITIONS. Capitalized terms have the meanings set forth or referred to in this Section. 1.1 Deliverables" means all documents, work product and other materials that are delivered to Client hereunder by or on behalf of Marketer in connection with the Campaign or in the course of performing the Services outlined in the Order Form(s). 1.2 “Services” means all work outlined in the Order Form(s) to be performed by Marketer, for Client. 1.3 "Intellectual Property" means any and all trade secrets, Trademarks, domain names, original works of authorship and related copyrights, and any other intangible rights protected or protectable under federal or applicable state laws. 1.4 "Trademarks" means all rights in and to U.S. and foreign trademarks, service marks, trade dress, trade names, brand names, logos, corporate names and domain names, and other similar designations of source, sponsorship, association whether registered or unregistered. 2. MARKETER SERVICES AND RESPONSIBILITIES. 2.1 Marketer Services. Marketer shall use commercially reasonable efforts to provide the Services to Client in accordance with the terms of this Agreement in a professional and diligent manner consistent with industry standards and good business practices. 2.2 The Promotional and Marketing Campaign. Marketer will develop and launch one or more marketing campaigns as set forth in one or more Promotion & Marketing Order Forms (“Order Forms”) that reference and incorporate the terms of the Agreement. 2.3 Timeliness of Performance. Marketer will use commercially reasonable efforts to meet all deadlines agreed to by the Parties in this Agreement or in the Order Form(s). Any delay caused by to or materially contributed to Client shall extend the affected deadline by the length of any caused or contributed to by Client. 2.4 Marketer Campaign Personnel. Marketer shall (i) appoint an employee to serve as the Primary Contact as set forth in the Order Form(s) who will have the authority to act on behalf of Marketer in connection with the Agreement and Services. The Primary Contact shall supervise, direct, and be responsible for all employees and independent contractors (the "Marketer Personnel") assigned to perform the Services, each of whom shall be suitably skilled, experienced and qualified. Upon reasonable objection by Client articulating the basis for such request, as determined in consultation between Client and Marketer, Marketer shall promptly replace the objectionable Marketer Personnel. (b) Marketer shall use best commercially reasonable efforts to maintain the same Marketer Contract Manager throughout the Term of the Agreement. (c) Marketer shall be responsible for the payment of all compensation owed to the Marketer Personnel, including applicable wages, taxes, benefits, and insurance. (d) Marketer may use third party providers and subcontractors as deemed necessary and customary in the business provided that Marketer shall remain fully responsible for the performance of each third parties. (e) Marketer shall require each third party provider to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement. 2.5 Prior to their public release, Marketer shall submit to Client for consultation and approval the deliverables described in the Order Form(s) and any other materials that the Marketer proposes be displayed, published, reproduced, distributed or otherwise made publicly available as part of the Campaign. Within 3 Business Days after receiving a submission and request for approval from Marketer, Client shall provide Marketer with written notice approving or disapproving the materials submitted. If the Client does not deliver written approval within such 3 business days, the submission will be deemed disapproved. If Client gives timely written notice of disapproval of any materials, until Marketer revises the materials to the satisfaction of Client, the materials shall not be publicly released. Client may withhold approval in its sole and absolute discretion. Content released solely for the purpose of testing and optimization is not considered a public release and thus does not require written approval from Client. 2.6 Marketer Free to Provide Services to Other Clients. Marketer retains the right to perform the same or similar type of services for other clients during the Term of this Agreement, provided that, Marketer shall exercise commercially reasonable care to ensure that it will not interfere with the performance or timeliness of performing the Services. 2.7 Meetings With Client. On Client's reasonable request, Marketer’s Primary Contact and appropriate Marketer Personnel shall attend, in-person or telephonic meetings with Client’s Primary Contact to discuss the Services or the Campaign. If Client requires meeting at their own facilities, Client will cover all traveling costs incurred by Marketer Personnel. 3. CLIENT OBLIGATIONS AND RESPONSIBILITIES. 3.1 Client shall use commercially reasonable efforts to: (a) Appoint and maintain throughout the Term a Client employee to serve as the Primary Contact, designed in the applicable Order Form, who will have the authority to act on behalf of Client with respect to the Agreement and Services. (b) Provide copies of or access to such Client Materials and product samples as Marketer may reasonably request in order to carry out and perform the Services in a timely, complete, and accurate manner. Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to all Client Materials, including all Intellectual Property therein. Marketer shall have a limited right to Client Materials during the Term of this Agreement to the extent reasonably necessary to provide the Services to Client. (c) Respond promptly to Marketer requests to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Marketer to perform the Services in accordance with the requirements of this Agreement.

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(d) The Client agrees to use Marketer as the sole provider of advertising to drive traffic to Deliverables for the life of the Deliverables. 4. INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP. 4.1 License to Certain Client Intellectual Property. (a) Subject the terms and conditions of this Agreement, Client grants Marketer and Marketer’s third party providers a limited, non-exclusive, royalty-free, non-transferable and non-sub licensable, worldwide license during the Term to use, in connection with and for the purpose of Marketer’s showcasing, promoting, and marketing of its own services as an advertiser and marketer to clients and prospective clients of Marketer, the following intellectual property: (i) Client's Trademarks, including without limitation Client’s trade names, trade dress, and logos; ; (ii) Client's domain names, website addresses, websites and URL's ; and (iii) any Trademarks created by the Marketer on Client's behalf as part of the Services (“Client Intellectual Property”). This license for Marketer to use the Client Intellectual Property for showcasing, promoting and marketing its services to clients and prospective clients shall be perpetual and irrevocable. (b) Client grants no other right or license to any Client Intellectual Property to Marketer by implication, estoppel or otherwise. Any use by Marketer or any representative of Marketer of any of Client's Trademarks and all goodwill associated therewith shall inure to the benefit of Client. 4.2 Ownership of and License to Deliverables. (a) Client shall be the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all Intellectual Property therein. Marketer agrees, and will cause Marketer Personnel to agree, that with respect to any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. § 101, such Deliverables are hereby deemed a "work made for hire" for Client. To the extent that any of the Deliverables do not constitute a "work made for hire," Marketer hereby irrevocably assigns, and shall cause the Marketer Personnel to irrevocably assign to Client, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property therein. The Marketer shall cause the Marketer Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims such Marketer Personnel may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables. (b) Upon the reasonable request of Client, Marketer shall, and shall cause the Marketer Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect or record its rights in or to any Deliverables. (c) Marketer and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the Pre-Existing Materials, including all Intellectual Property therein. Marketer hereby grants Client a perpetual, limited, royalty-free, non-transferable, non-sublicenseable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables solely to the extent reasonably required in connection with Client's receipt or use of the Services and Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by Marketer. 4.3 Residuals. The terms of this Agreement shall not be construed to limit either party’s right to independently develop or acquire products or services without use of the other party’s Proprietary or Confidential Information. Either party shall be free to use for any purpose the residuals resulting from access to or work in the process of development of the Deliverables or provision of services hereunder, provided that such party shall maintain the confidentiality of the Confidential Information as provided herein. The term “residuals” means general skills, know-how, expertise and generalized ideas and concepts which are in non-tangible form, which may be retained in unaided memory by persons who have had access to the Deliverables or Confidential Information, so long as it or they acquire and apply such information without disclosure or unauthorized use of any Confidential Information. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party’s copyrights, patents, or other intellectual property protected by federal or state statutory or common law.pt 5.CLIENT’S PAYMENT OBLIGATIONS. 5.1 Fees and Expenses. (a) In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay Marketer the sum(s) set forth in the Order Form(s) in accordance with the milestones and payment schedule therein. 5.2 Payment. (a) Client shall pay all properly invoiced amounts due to Marketer pursuant to Section 5.1 within 30 days after Client's receipt of such invoice, except for any amounts disputed by Client in good faith and in accordance with Section 5.4]. (b) Client shall make all payments in US dollars by check or wire transfer in accordance with the following wire instructions: ● Harmon Brothers LLC ● Account #: ######### ● Zions Bank’s routing number: ######### ● Zions Bank’s SWIFT code: ######## (optional) ● Zions Bank’s phone number: ###-###-#### 5.3 Taxes. All expenses payable by Client under this Agreement are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on such amounts. Marketer shall be responsible for all such charges, costs and taxes, except for any taxes imposed on, or with respect to, Client's income, revenues, gross receipts, personnel, or real or personal property or other assets. 5.4 Invoice Disputes. Client shall notify Marketer in writing of any dispute with an invoice (along with substantiating documentation/a reasonably detailed description of the nature of the dispute and any remedial action required to resolve the dispute) within 60days from the date of such invoice. Client will be deemed to have accepted all invoices for which Marketer does not receive timely notification of dispute, and shall pay all undisputed amounts due under such invoices within the period set forth in Section 5.2. The Parties shall seek to resolve all such disputes expeditiously and in good faith. 5.5 Late Payments. Except for invoiced payments that Client has successfully disputed, Client shall pay interest on all late payments, calculated daily and compounded monthly at the rate of 1.5% per month. Client shall also be obligated to reimburse Marketer for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS. 6.1 Mutual Representations, Warranties and Covenants. Each Party represents and warrants that: (a) it is a legal entity in good standing in the jurisdiction of its formation or registration, qualified to do business in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement. (d) it has not, and during the Term will not, enter into any oral or written contract or negotiations with any third party that would impair the rights granted to the other Party under this Agreement, nor is it aware of any claims or actions that may limit or impair any of the rights granted to the other Party hereunder;

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(e) the execution of this Agreement and associated Order Forms and Exhibits has been duly authorized by all necessary corporate action of the Party and constitutes a legally binding undertaking. 6.2 Marketer Representations, Warranties and Covenants. Marketer represents, warrants and covenants to Client that: (a) it has, or shall obtain and shall maintain in full force and effect during the Term, all necessary licenses, permits, consents and authorizations as may be necessary in connection with the Campaign and provision of the Services; (b) it shall materially comply with, and ensure that all Marketer Personnel and third party providers comply with, all policies and guidelines of Client that are communicated to Marketer in writing; (c) Client will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind; and (d) to the best of Marketer’s knowledge and belief, none of the Services, Deliverables or client's use thereof infringe or will infringe any Intellectual Property of any third party arising under the Laws of the United States, and, as of the date hereof, there are no pending or, to Marketer's knowledge, threatened claims, litigation or other proceedings pending against Marketer by any third party based on an alleged violation of such Intellectual Property, in each case, excluding any infringement or claim, litigation or other proceedings to the extent arising out of (i) any Client Materials or any instruction, information, designs, specifications or other materials provided by Client to Marketer, (ii) use of the Deliverables in combination with any materials or equipment not supplied or specified by Marketer, if the infringement would have been avoided by the use of the Deliverables not so combined, and (iii) any modifications or changes made to the Deliverables by or on behalf of any Person other than Marketer. 6.3 Client Representations, Warranties and Covenants. Client represents, warrants and covenants to Marketer that: (a) it has or shortly will provided Marketer with a copy of any applicable internal policies or procedures and a written description of any specifications or other requirements or restrictions applying to any of the Services or the Campaign; and (b) it has and shall maintain throughout the Term, all rights, licenses and consents required in connection with the Campaign, including any such right or licenses required to lawfully use, and to authorize Marketer to use, any Client Intellectual Property or Client Materials provided to Marketer for use in connection with the Campaign. 6.4 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6.4, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 OF THIS AGREEMENT. 7. INDEMNIFICATION. 7.1 Client Indemnification Obligations. Client shall defend, indemnify and hold harmless Marketer, and its officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively, "Marketer Indemnified Party"), from and against any and all Losses arising out of or resulting from any third-party Claim, or direct Claim, alleging: (a) breach by Client or its Personnel of any representation, warranty, covenant or other obligations set forth in this Agreement (b) gross negligence or more culpable act or omission of Client or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and (c) that any Client Materials or Client Intellectual Property or Marketer's receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party, arising under the applicable federal or state laws. 7.2 Marketer Indemnification Obligations. Marketer shall defend, indemnify and hold harmless Client and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Client Indemnified Party"), from and against any and all Losses arising out of or resulting from any third-party Claim, or direct Claim, alleging: (a) breach by Marketer or its personnel of any representation, warranty, covenant or other obligations set forth in this Agreement (b) gross negligence or more culpable act or omission of marketer or its personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and (c) that any of Marketer’s materials, intellectual property, or pre-existing materials or Client's receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a party who was (or is) a prior (or current) client of Marketer.7.3Indemnification Procedures. If Marketer or Client seeks indemnification under this Section 7, such party (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party"): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party's rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense. 7.4 EXCLUSIVE REMEDY FOR CLAIMS OF INDEMNIFICATION. THIS SECTION 7 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 7. 8. LIMITATION OF LIABILITY. 8.1 NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2 MAXIMUM LIABILITY. EXCEPT FOR LIABILITIES ARISING OUT OF A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.2(b) ABOVE AND THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 9 BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE SUM OF THE FEES AND EXPENSES IDENTIFIED IN THE ORDER FORM AND LIABILITY SHALL BE LIMITED TO THE INDIVIDUAL CAMPAIGN FROM WHICH THE LIABILITY OR CLAIM ARISES, AND MAXIMUM LIABILITY SHALL ALSO BE LIMITED TO THE CREATIVE & PRODUCTION EXPENSES INCURRED TO CREATE & PRODUCE SAID CAMPAIGN, WHETHER OR NOT PAID, EARNED OR UNEARNED IN THE PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MAXIMUM LIABILITY SHALL NOT EXTEND TO FEES AND EXPENSES PAID TO THIRD PARTY ADVERTISING PLATFORMS. MAXIMUM LIABILITY SHALL NOT EXTEND TO FEES AND EXPENSES ASSOCIATED WITH THE OPTIMIZATION AND DISTRIBUTION COSTS.

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9. CONFIDENTIALITY. From time to time during the Term, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information and other sensitive or proprietary information, as well as the terms of this Agreement, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure : (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and not disclose any such Confidential Information to any Person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall, at the expiration or earlier termination of this Agreement or at the Disclosing Party's written request, promptly return or destroy all Confidential Information and copies thereof that it has received under this Agreement. 10. TERM AND TERMINATION. 10. Term. The term of this Agreement commences on the Effective Date and continues until completion of the Services outlined in Order Form(s), unless it is earlier terminated in accordance with the terms of this Agreement (the "Term"). 10.2 Termination for Cause. (a) Either Party may terminate this Agreement, effective upon written Notice, to the other Party (the "Defaulting Party") if the Defaulting Party: (i) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure (other than a failure by Client to make timely payments (a "Payment Failure"), which is separately addressed in Section 10.2(b), the Defaulting Party does not cure such breach within fifteen (15) days after receipt of written notice of such breach; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; (v) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; (vi) is dissolved or liquidated; or (vii) is unable to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event that lasts for more than thirty (30) days. (b) Marketer may terminate this Agreement, effective upon written Notice to Client if: (i) a Payment Failure by Client continues for seven (7) days after Client's receipt of written notice of nonpayment; or (ii) during the Term, more than one Payment Failure occurs. 10.3 Termination Without Cause. Client may terminate this Agreement on twenty-five (25) Business Days' prior written Notice to Marketer subject to Client's payment to Marketer of all outstanding expenses, invoices and costs. Termination without cause leaves intact Client’s obligation and agreement to pay the percentage-based management fee for ongoing adspend, should the Client continue to purchase adspend, internally or through a third party, to drive traffic to content created under the terms of this Agreement for the life of the content and as set forth in the Order Form. 10.4 Termination by Marketer. The parties further acknowledge and agree that Marketer shall have the right to terminate the agreement prior to commencement of the Campaign, without liability on the part of Client, if the parties do not mutually agree that the final product meets their respective expectations as to quality sufficient to enable Marketer to successfully pursue the Campaign. 10.5 Effect of Expiration or Termination. (a) Expiration or termination of this Agreement will not affect any rights or obligations that: (i) are to survive the expiration or earlier termination of this Agreement; and (ii) were incurred by the Parties prior to such expiration or earlier termination. (b) Upon expiration or termination of this Agreement for any reason, Marketer shall: (i) promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid and all Client Materials; and (ii) provide reasonable cooperation and assistance to Client upon Client's written request and at Client's expense in transitioning the Services to an alternate Marketer. 11. MISCELLANEOUS. 11.1 Further Assurances. Upon a Party's reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement. 11.2 Entire Agreement. This Agreement, including the related schedules attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. 11.3 Survival. Subject to the limitations and other provisions of this Agreement, (a) Section 6 (Representations, Warranties and Certain Covenants) shall survive the expiration or earlier termination of this Agreement for a period of 24 months after such expiration or termination; and (b) Section 5 (Client’s Payment Obligations), Section 7 (Indemnification), Section 8 (Limitation of Liability), Section 9 (Confidentiality), Section 10 (Term; Termination), and Section 11 (Miscellaneous), of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement for the period of twelve (12) months after such expiration or termination. No lawsuit or other action based upon or arising in any way out of this Agreement may be brought by either Party after the expiration of the applicable survival period; provided, however, that any claims asserted in good faith with reasonable specificity and in writing by Notice prior to the expiration of the applicable survival period are not thereafter barred by the expiration of the relevant period, and the survival of such claims shall be governed by the applicable statute of limitations under the law of the jurisdiction.

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11.4 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, pre-paid by nationally recognized overnight courier, by e-mail of a PDF document (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 11.4. 11.5 Interpretation. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting the instrument. The Order Form(s) and exhibits referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. 11.6 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 11.7 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. 11.8 Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized Representative of each Party. 11.9 Waiver. (a) No waiver under this Agreement is effective unless it is in writing and signed by an authorized Representative of the Party waiving its right. (b) Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. (c) None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: (i) any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or (ii) any act, omission or course of dealing between the Parties. 11.10 Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Section 9 would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to such Party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. 11.11 Assignment. Neither Party may assign, transfer or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party; provided, however, that either Party may assign this Agreement to a successor-in-interest by consolidation, merger or operation of law or to a purchaser of all or substantially all of the Party's assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer in violation of the foregoing shall be void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 11.12 Choice of Law. This Agreement, including all documents and exhibits, schedules, attachments and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the Laws of the State of Utah, United States of America without giving effect to any conflict of laws provisions thereof. 11.13 Choice of Forum. Each Party agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement in any forum other than the district courts of the State of Utah and the federal district court for the District of Utah. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. 11.14 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original. 11.15 Force Majeure. (a) No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party under this Agreement), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control and for which the law of Utah has recognized Force Majeure status. ("Force Majeure Event"). 11.16 Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Marketer is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party. 11.17 Marketer and Client protect their contractor and employee relationships. Should either party choose to recruit, and/or bring into their employ, or enter into a direct contractual relationship outside of this agreement; with any member of the other party’s team, such party agrees to pay a one-time fee of the annual salary of such individual to the other party. 11.18 Marketer maintains ownership of all props, sets, costumes, raw footage, software, unused concepts; and maintains the right to use, repurpose, or dispose of such property. Marketer will act in good faith so that such use will not result in brand or trademark confusion for Client and their respective brands and/or trademarks. 11.19 In any dispute resulting in litigation between the parties, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

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Agreed effective as of: _January 21, 2016__________ (Individual Services Order Forms shall have separate Effective Dates)

MARKETER	CLIENT
Signature: /s/ Benton Crane	Signature: /s/ Liz Ellis
Printed name: Benton Crane	Printed Name: Liz Ellis
Title: Director	Title: Dir Ops

Questions concerning Harmon Bothers LLC Marketing and Service Agreement may be addressed to:

Benton Crane | 251 N. University Ave. Provo, UT | [Email Address] | ###.###.###

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Promotion & MarketingServices Order Form

MARKETER: Harmon Brothers LLC		Primary Contact: Benton Crane Phone: ###.###.#### Email: [Email Address]
CLIENT: VidAngel, LLC		Primary Contact: Dave Vance Secondary Contact: Liz Ellis Phone Dave:  ###.###.#### Phone Liz: ###.###.#### Email Dave: [Email Address] Email Liz: [Email Address]
Effective Date:	January 21, 2016 – VidAngel Board approval granted

This Promotion & Marketing Agreement (“Agreement” and “Order Form”) is made and entered into as of the Effective Date specified above, between Harmon Brothers LLC, a Utah Limited Liability Company (“Marketer”) and the Client identified above (“Client”).

Promotion and Marketing Services

1.   SERVICES.  Marketer hereby agrees to provide the Promotion and Marketing Services set forth in the table below.

Background: The substance of this Agreement was presented by the Marketer’s team and decided at a meeting of the VidAngel Board convened on Thursday, January 21, 2016. Both Marketer and Client have conducted their business activities and relationships under the basic principles of this Agreement since that date. This document is retroactive to the Effective Date and memorializes and confirms our understanding, setting forth all Terms & Conditions.

2.   For the purposes of understanding the parameters of the Agreement, the services provided by Marketer are divided into two general classifications: Creative & Production Services and Optimization & Distribution Services.

3.   CREATIVE & PRODUCTION SERVICES: Marketer agrees to provide Creative & Production services on an open-ended and as-needed basis. When Client requests Creative & Production services, Marketer will make all reasonable efforts to deliver these services with best-in-class production values and superior execution and craft. Client is free to use other providers to create video content, and to enlist Marketer’s services on an at will basis. Any VidAngel content, produced or co-produced in reliance on or using Marketer’s services falls under the terms of this Agreement.

Billing for Creative & Production Services: Marketer will invoice Client for all Creative & Production Services at cost. Each of Marketer’s core team members has a personal hourly, billable rate. Time spent by the core team on Client’s projects will be billed at these rates with no additional markup. All third party sub-contractor invoices will also be re-invoiced to Client without any markup, and the original invoices and supporting documentation shall be available on request. All other costs, including but not limited to: props, craft (food and catering onset), facility rentals, travel, lodging, airfare, location fees, equipment rentals, equipment purchases, storage, costuming, vehicle rentals, talent fees, talent management fees, licensing fees, digital effects, post-production finishing services, music or composition, event specific or shoot specific insurance, and a proportional share of Marketer’s annual E&O Insurance (costs spread across multiple clients) will be invoiced to Client in a timely manner during, and immediately following, the completion of the Creative and Productions Services  This is not intended to be a comprehensive list of expense types, and Marketer has the right to pass along any and all other costs to Client that are directly related to the Creative & Production phase of making the video production and building the marketing campaign.

4.   OPTIMIZATION & DISTRIBUTION SERVICES: Marketer’s business model revolves around optimizing and distributing video content produced, co-produced or otherwise created by Marketer both via organic social platforms as well as with paid adspend. Marketer’s primary work product involves “conversion videos,” meaning content videos, supporting web funnels and advertising designed to drive a purchase conversion and deliver the Client a return on investment.  Once a conversion video content piece is created and delivered, Client is entitled to distribute said content by posting it on Client’s own internal website or on external video hosting platforms (such as Youtube, Facebook, Vimeo and others) to accrue organic traffic and views. Marketer does not charge additional fees for nonpaid use of the content.

Client shall pay Marketer a percentage-based management fee for all adspend which drives traffic to content produced, co-produced or otherwise created by Marketer. The percentages and the circumstances under which they apply are set forth in the table below as part of this Order Form.

In the event either Marketer or Client elect to sever their relationship as pertains to Creative & Production Services, Client is under contractual obligation with respect to paid advertising for the life of the video content already created under the Agreement. Should Client continue to purchase adspend for video content and conversion videos created under this Agreement, the percentage-based management fee shall continue to apply for the life of the content.

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Marketer shall provide the specified services and all Deliverables with the same work level and quality of output that would reasonably have been provided if the discounts shown below had not been provided.

Description:	Reg. Price:	Discount:	Subtotal:
o Exclusive Setup/Production Services Marketer will produce and distribute  multiple conversion videos in accordance with the Proposal and as requested by Client.  Marketer will build and launch a landing-page on Client’s website in accordance with the Proposal.	$500,000 per campaign	All Production Services Delivered  At Cost	Variable On A Per Campaign or Individual Content Basis
o Exclusive Distribution Services Marketer shall distribute the conversion videos it produces under this Agreement to Client branded channels at a collection of Internet websites, including but not limited to Youtube.com and Facebook.com	(included)	(included)	(included)
o Promotion Marketing Services Marketer shall promote the conversion videos across various media outlets, to be chosen or designated in consultation with Client, including but not limited to (a) Youtube.com; and (b) Facebook, which are both hereby expressly approved by Client.  Client may engage in its own activities, either directly or through third parties, to promote the conversion videos; however, Client shall pay Marketer an adspend commission for paid advertising at the rates below. Client will consult Marketer to prevent overlap or cross messaging. In the event Client engages in its own promotional activities, Client will retain all responsibility and liability for compliance with regulatory and truth in advertising  laws.	(included)	(included)	(included)
o Adspend Commission (Marketer purchased) Client shall pay Marketer a management fee for all adspend purchased through Marketer that drives traffic to the conversion videos.	20%	-5%	15%
o Adspend Commission (Client purchased) Client shall pay Marketer a management fee for all adspend purchased through any source other than Marketer that drives traffic to the conversion videos in the mediums of internet and direct response television	20%	-5%	15%
o Adspend Commission (Client purchased – alternative sources) Client shall pay Marketer a management fee for all adspend purchased through any source other than Marketer that drives traffic to the conversion videos in the mediums of radio, print and other non-internet and direct response television where an ad agency or marketer generally is used to place ads. An example of how this applies is if Client chooses to use video content created by Marketer, and use the content as a television advertisement. .	20%	-15%	5%

5.   PAYMENT SCHEDULE.  Payments for the Creative & Production Services are payable on receipt, after a reasonable period to review invoices/bill submissions and verify line items and costs.

Payments for Optimization & Distribution Services (adspend) are payable in advance of adspend expenditures. Marketer will provide an up-to-date accounting of funds on deposit upon Client request.

REPORTS.  Client shall report Adspend, supported by reasonable documentation within ten (10) business days following the end of each calendar month. Marketer shall provide Client with reports of data related to the Promotion Marketing Services and Adspend Commission upon request within ten (10) business days of the date the data was originally requested.

Client shall make all payments to Harmon Brothers LLC in US dollars by check or wire transfer in accordance with the following wire instructions:

Account #: #########

Zions Bank’s routing number: #########

Zions Bank’s phone number: ###-###-####

6.   TERMS AND CONDITIONS. The Services described in Section 1-5, above, and associated Exhibits are provided under the terms and conditions of the Harmon Brothers Promotion & Marketing Services Agreement, which is hereby incorporated herein by reference and which. Capitalized terms not defined herein shall have the same meanings as those reflected in thePromotion & Marketing Services Agreement. In the event any conflicting terms exist between this Order Form and the Harmon Brothers Promotion & Marketing Services Agreement, this Order Form shall control.

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Agreed effective as of:  January 21, 2016

MARKETER	CLIENT
Signature: /s/ Benton Crane	Signature: /s/ Liz Ellis
Printed name: Benton Crane	Printed Name: Liz Ellis
Title: Director	Title: Dir Ops

Questions concerning Harmon Bothers LLC Marketing and Service Agreement may be addressed to:

Benton Crane | 251 N. University Ave. Provo, UT | [Email Address] | ###.###.####

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EX1A-8 ESCW AGMT

Exhibit 8.1

ESCROW SERVICES AGREEMENT

This Escrow Services Agreement (this “Agreement”) is made and entered into as of [_________ ], 2016, by and between Issuer Direct Corp., a ______ corporation (“Issuer Direct” or “Escrow Agent”), and VidAngel, Inc., a Delaware corporation (“Issuer”).

RECITALS

WHEREAS, Issuer proposes to offer for sale to investors as disclosed in its offering statement on Form 1-A (the “Offering Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) File No. 024-10596, shares of its Class B nonvoting common stock (the “Securities”) pursuant to Tier 2 of Regulation A under the Securities Act of 1933, as amended (the “Offering”), in the minimum amount of $5,000,000 (the “Minimum Offering Amount”) and the maximum amount of $11,250,000.00 (the “Maximum Offering Amount”).

WHEREAS, Issuer desires to establish an Escrow Account in which funds in excess of $5,000.00 received from a prospective investor (each, a “Subscriber” and collectively, “Subscribers”) for the purchase of Securities pursuant to the terms and conditions of a Subscription Agreement with the Issuer (the “Subscription Agreement”) will be held during the Offering, subject to the terms and conditions of this Agreement. Issuer Direct agrees to serve as Escrow Agent with respect to such Escrow Account in accordance with the terms and conditions set forth herein to be held at a FDIC insured bank (the “Bank”), in a segregated account as defined below.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

1. Establishment of Escrow Account. Prior to the date the SEC issues a qualification for the sale of the Securities pursuant to the Offering Statement (the “Qualification Date”), the Escrow Agent shall establish an account at the Bank, entitled “Issuer Direct as Agent for VidAngel, Inc. Escrow Account” (the “Escrow Account”). The Escrow Account shall be a segregated, deposit account at the Bank.

2. Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:

a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or

b. December 31, 2016; or

c. The date upon which a determination is made by Issuer to terminate the Offering prior to closing.

During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed.

In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge and agree that all funds in excess of $5,000.00 received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.

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3. Deposits into the Escrow Account. All Subscribers will be instructed by the Issuer and the Escrow Agent to transfer funds by wire or ACH directly into the Escrow Account pursuant to the following instructions: Fifth Third Bank c/o Issuer Direct Corp 500 Perimeter Park Dr., Suite D  Morrisville, NC 27560 ABA Number: TBD  For Credit To: Issuer Direct Corp Escrow Account  Account Number: _____________  SWIFT CODE: ########

Escrow Agent shall cause the Bank to process all Escrow Amounts for collection through the banking system and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the "Escrow Amount." Escrow Agent shall promptly, concurrent with any new or modified subscription, provide Issuer with a copy of the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Issuer in connection with the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any wire or ACH delivered to it hereunder

If any Subscription Agreement for the purchase of Securities is rejected by the Company in its sole discretion, then the Subscription Agreement and the Escrow Amount for such Subscriber shall be returned to the rejected Subscriber by the Escrow Agent within ten days from the date of rejection by the Company 

Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of Escrow Agent, in its sole and absolute discretion, or, (ii) for which Escrow Agent determines, in its sole discretion, that it would be improper or unlawful for Escrow Agent to accept or hold the applicable Subscriber’s funds, as Escrow Agent, due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. Escrow Agent shall promptly inform Issuer of any such return or rejection.

4. Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber.

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In the event Escrow Agent receives cleared funds for the Minimum Amount of the Offering prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2pm Mountain Time, then the Escrow Agent shall effect such transfer by the close of business on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions set forth in the Offering Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expenses, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above.

5. Collection Procedure. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to ACH charge-backs and wire recalls, shall be debited to the Escrow Account, with such debits reflected on the escrow ledger. Any and all fees paid by Issuer for funds receipt and processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover the refund, return or recall. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apart from this Agreement and Issuer will address such situation directly with said Subscriber, including taking whatever actions necessary to return such funds to Subscriber, but Issuer shall not involve Escrow Agent in any such disputes.